Terms and conditions

These general conditions – Secondment and Consultancy (“GC”) as stipulated herein are applicable between you (the “Client”) and Redmore Group B.V. or a Redmore Affiliate (in these GC referred to individually as “Redmore”). The Client and Redmore will be jointly referred to as the “Parties” or individually as “Party”.

1          General & Definitions

1.1.        Redmore will carry out activities in the field of Secondment and/or Consultancy (“Services”) for the Client, who will purchase and pay for the Services, under the conditions and provisions as stipulated in the GC and the Contract.

1.2.        Definitions:

2        Object of the agreement

2.1.        These GC are applicable to all Contracts, Assignments, proposals or any related communication regarding the secondment, temporarily employing, or offering of Consultants in the employment of or proposed by Redmore or the provision of advisory and implementation activities whereby a certain expertise is required by Redmore at the Client.

2.2.       In case of conflict between the General Provisions of these GC and the Special Provisions, the Special Provisions prevail.

2.3.       Redmore explicitly rejects the applicability of any general conditions of the Client, or of a third party to a Contract (as defined in article 1.2) or the negotiations on it. Any general conditions in the Client’s order or order confirmation, invoice, or other document or correspondence provided to Redmore are not applicable to and do not affect the Contract or any negotiations thereof.

3        Acceptance of the Contract

3.1.        The information as stated in quotations which are issued by Redmore or their employees is only indicative and in no way binding. Prices and other conditions which are indicated are only intended as a non-binding invitation to enter into negotiations and are not an offer in the legal sense. All Contracts between Redmore and their Clients must, with respect to Redmore, be signed by authorised persons to that effect.

3.2.        Upon mutual acceptance, Redmore commits itself to provide the activities as described in the relevant Assignment and in conformity with the conditions of these GC. The Client hereby commits himself to pay the agreed Fee. The Assignment will in principle be agreed between parties in writing and signed in duplicate (“Order Confirmation”).

4        Duration

4.1.        The Assignment is entered into for a fixed period or for an indefinite time.

4.2.       An Assignment for a fixed period is adopted for:

a. A period established in advance, with an established start and end date; or

b. An objective or result established in advance, whereby the realisation of said objective or result brings the assignment to an end; or

c. A period to be further established which in any case does not overrun or exceed the final expiry date.

5        Termination of the Assignment

5.1.        The Assignment for a fixed period ends by law and save for further provisions in these GC and the Contract cannot be terminated prematurely.

5.2.       The Assignment for an indefinite time or a term to be further established can be terminated by each of the parties in writing, with due regard of a notice period of at least one month.

5.3.       Each party has the right in any case to terminate the Assignment with immediate effect in writing, without leading to the entitlement of a party to compensation of damages, if:

a. The other party is in a state of bankruptcy;

b. The other party applies for, or is granted temporary suspension of payment;

c. (the organisation of) the other party is liquidated;

d. The other party is not providing or performing its obligations from the Contract for at least 30 days due to force majeure;

e. A situation occurs which can be further specified in the Assignment.

6          Fee and payment

6.1.        The agreed price (Fee) is fixed for the duration of the effective time of an Assignment. If the Client indicates he wishes to extend or renew the Assignment, Redmore has the right to enter into negotiations again about the Fee. Redmore is allowed to adjust the Fee once a year with the index rate (from statistics institute CBS) regarding union contracts (CAO) for professional service providers per month, including special remunerations, total CAO sectors.1

6.2.       The agreed Fee is inclusive of travel costs, but exclusive of VAT. Costs of business trips required by the Client or other business-to-business travel is not included in the Fee. Also the time spent by a Consultant on such travel is borne by the Client.

6.3.       Save in case of force majeure, as further described in article 10 of these GC, the situation that no activities can be conducted, just as the lack of activities to be conducted, lies in the sphere of risk of the Client. In such a situation, the Client remains under the obligation to pay the agreed Fee and is not authorised to suspend the agreement. It is not relevant, thereby, whether the Consultant is subject to an attendance obligation during this period.

6.4.       The Client is bound at all times to pay the invoices submitted by Redmore within fourteen (14) days after receipt. If the invoice is not settled within this period, the Client is legally in default from the day following the expiry date for payment, without any prior default notice. In case of default of the Client, Redmore has the right to bill the statutory interest as referred to in article 6:119a of the Dutch Civil Code, as well as the judicial and extrajudicial costs which were incurred to proceed with the collection of the Fee.

7        Compliance and liability

7.1.        The Services are carried out by Redmore, or by the Consultant, by order of and at the expense and risk of the Client. Unless a sufficiently specific result to be obtained is determined beforehand and established in writing, Redmore provides the Services on the basis of an obligation of effort and does not guarantee any results. Redmore and its Consultant are never liable for (not achieving) result commitments which are applied at a Client.

7.2.       The Client is liable for, and will indemnify Redmore against, all damages and costs which the Consultant incurs in the context of the conducting of his activities, if and to the extent that the Client and/or Redmore (possibly) are liable for this pursuant to the law, specifically on grounds of, though not limited to, the provisions regarding labour conditions and the liability of the employer as stipulated in Volume 7 of the Dutch Civil Code (including in any case article 7:611 and article 7:658). The Client also has the obligation to compensate damages which a Consultant suffers in case of the damaging or loss of a matter belonging to him and which was used in the context of the Assignment.

7.3.       Redmore’s liability for the incorrect or incomplete carrying out of activities or for not or incompletely delivering results, is limited to the repairing, restoring, delivering, or correcting of the activities or results.

7.4.       Save in cased of intent or gross negligence and notwithstanding article 7.3, the liability of Redmore, both directly and under indemnification, is limited to direct damage as a consequence of an attributable breach or delay up to the amount of €500,000 per event and up to €1,000,000 per year, whereby an interrelated series of events is considered as one and the same event.

8          Environment of the Activities and tools

8.1.        The Client guarantees that;

a. The environment, i.e. workplace (in the widest sense of the term) at the Client, where the activities are conducted and all tools which are reasonably required and have been made available by the Client are at least compliant with the safety standards pursuant to article 7:658 section 1 of the Dutch Civil Code and with the requirements pursuant to the applicable legislation and regulations regarding labour conditions;

b. All tools which are reasonably required to carry out the activities, such as IT – tools and possibly an access card will be provided to the Consultant free of charge.

9        Non-disclosure

9.1.        Redmore and the Client commit themselves to total confidentiality with regard to all information of which they have received (written and/or verbal) directly or indirectly in the context of the Assignment. The information may not be used differently than for the purpose the information was provided for.

9.2.       Both parties make sure that this confidential information is not disclosed in any manner to third parties, unless, and in such case to the extent that, the provision of this information to a third party is necessary for the purpose of the Assignment or if a legal obligation to this effect pertains.

9.3.       What is stipulated in the preceding applies during the effective time of the Contract and shall survive for a two-year period following its termination.

10      Force majeure

10.1.      Parties are (temporarily) not held to perform its obligations arising from the Contract if this is rendered (permanently) impossible, prevented, hindered or delayed, or if compliance can no longer reasonably be expected, as a result of force majeure. For the avoidance of doubt: if and to the extent Redmore or the Consultant is unable to carry out the established activities due to force majeure, the Client will not be obliged to pay the Fee. The Client remains bound to pay the Services already provided by Redmore.

10.2.     Force majeure is a situation in which one of the parties cannot comply with one or more obligations from the Contract as a result of an event which, by standards of reasonableness and fairness, lies outside its sphere of influence. The term force majeure comprises in any case, though it is not limited to, strikes and absenteeism by staff, storm, fire, prolonged power outage, malfunctions in the telecom infrastructure, cyber-attacks, changing legislation and other government measures.

10.3.     In case of termination due to force majeure, as arranged for in article 5.3.d of these GC, the parties do not owe each other any compensation for damage.

11      Non-solicitation Consultant

11.1.      The Client and any companies directly or indirectly under its control or part of the same group are not allowed during the Assignment – also including the time between the moment of adoption of the Assignment and the start of the provision of the Services – to enter into an employment agreement with a Consultant or to have a Consultant carry out activities on grounds of another type of agreement. Upon violation of article 11.1 of these GC, the Client owes an immediately payable fine to Redmore in the amount of EUR 50,000 per violation, increased by EUR 5,000 for every day that the violation continues. This penalty clause leaves unaffected the possibility of Redmore to claim legal compensation and damages.

11.2.      It is only permitted to the Client and any companies directly or indirectly under its control or part of the same group under the condition of payment of a compensation (as described in the following in article 11.2) to Redmore within eighteen (18) months after termination of the Assignment, to enter into an employment contract with a Consultant or to have him carry out activities on grounds of another type of agreement. The amount of this compensation is at least the higher sum of 30% of the total Fee which – with regard to the full duration of the Assignment – is owed by the Client regarding the applicable Consultant or 30% of the last fixed annual salary of the applicable Consultant. The Client owes VAT over this compensation. This compensation is considered between Redmore and the Client to be a reasonable compensation as intended in article 9a lid 2 of the Placement of Personnel by Intermediaries Act (WAADI: ‘Wet allocatie arbeidskrachten door intermediairs’). If the Client wishes to approach a Consultant, he will communicate this to Redmore beforehand.

12      Data Protection

12.1.        Parties declare that during the performance of the Contract they will act with due regard for all applicable legislation and regulations in the field of the protection of personal data, especially the General Data Protection Regulation (‘Algemene verordening gegevensbescherming’ (GDPR)). Parties can both be considered data controller with regard to the processing of personal data for their own purposes. The Client indemnifies Redmore against damage which Redmore incurs due to non-compliance with said legislation and regulations.

12.2.       The Client will not request from or send to Redmore any personal data, which are not required for the Services.

12.3.       If the Services comprise an act of processing of personal data (under the control and instructions of the Client), Redmore will, in the capacity of data processor, take appropriate technical and organisational measures to secure the personal data which have been obtained from the Client in the sense and along the lines of the GDPR.

13        Audits

13.1.      The Client has the right under condition of providing prior notice a reasonable period in advance, to carry out an audit at Redmore. Audits take place no more often than once per calendar year, during the office hours which are customarily applied at Redmore.

13.2.     The costs to be incurred for the conducting of the audit are borne by the Client.

13.3.     To the extent Redmore has a NEN 4400-certification, Redmore has the right to replace any periodic WKA-statements or accountants audits requested by the Client by the provision of a copy of the NEN 4400-certificate.

14        Applicable law and competent court

14.1.        The Contract is exclusively governed by and construed in accordance with the laws of the Netherlands.

14.2.        In the event of disputes each Party is free to seek out the competent court if it proves impossible to reach an agreement by way of prior consultation. In any case a dispute can be submitted to the court of law of Midden-Nederland Location Utrecht.

15          Final provision

If one or more provisions of these GC are void, annullable, or unenforceable, this does not affect the other provisions of these GC, Order Confirmation or other agreement which governs the performance by Redmore and their Client. The provision which is not legally valid or which is not legally enforceable will be replaced by a provision which is in line as much as possible with the original intent of the parties.

Special Provisions

Secondment

16        The Consultant

16.1.      Redmore will make sure that the Consultant is compliant and, at least for the duration of the Assignment, will continue to comply with the Qualifications.

16.2.     Redmore guarantees that the Consultant has undergone a pre-employment screening within four weeks following employment or at least within two weeks after the start of the activities established in the Contract.

16.3.     The Consultant carries out the assignments in accordance with the instructions of the Client. The Client itself is responsible for the provision of correct instructions and the possible control and monitoring of the correct performance and execution of the activities.

16.4.     The deployment and activities of the Consultant are limited to what is agreed prior to or after the start of the Assignment by mutual agreement between Redmore and the Client. The hiring of the Consultant to a third party or deployment of the Consultant abroad is only possible if Redmore has granted its explicit written consent for this.

16.5.     If the Consultant is self-employed, Redmore will take care of diligent hiring, assured by a sound hiring agreement, whereby the self-employed party is assessed for economic independence and entrepreneurship.

17      Execution of the Contract for Secondment

17.1.      For Secondment, the nature and content of the Assignment are determined and described by the Client.

17.2.     Parties strive to describe the following elements, to the extent relevant, in an Assignment:

a. the nature and content of the activities;

b. the period (start date and end date) and number of hours of activities;

c. the location where the activities are normally conducted;

d. the name of the Consultant to be deployed by Redmore;

e. the Fee to be paid;

f. possible option to extend.

18      Replacement

18.1.      In the following situations, Redmore will take care of the replacement of a Consultant.

a. If the Client indicates with proper motivation that it no longer wishes the Services of a specific Consultant, it discusses the matter with Redmore. If after this consultation, it is decided by both Parties to remove the Consultant from the Assignment, Redmore will make available a substitute for the Assignment within 10 working days. This substitute will at least meet the same qualifications as the replaced Consultant, or at least has such qualifications as were established beforehand. The agreed rate is thereby maintained.

b. If it is expected that a Consultant cannot be deployed for a longer period due to illness, personal circumstances, or circumstances other than regular leave, Redmore will propose a substitute on its own initiative.

c. If the (employment) relationship between Redmore and a Consultant ends during an Assignment, Redmore will propose a substitute on its own initiative.

19      Hours and registration

19.1.      The Client himself bears responsibility for the control and internal registration of hours worked by the Consultant.

19.2.     Invoicing takes place, unless it is agreed otherwise in writing, on the basis of time sheets which are filled out by the Consultant and approved by the Client in writing. The responsibility for the correctness of the time sheets offered by the Consultant from the moment of approval lies with the Client.

19.3.     If the Client demands from the Consultant that on a certain day more hours of labour are needed than was established in the Assignment, or outside the established hours and days, Redmore will bill an overtime surcharge for this in addition to the agreed Fee, which is equal to the overtime surcharge which is paid out to the own staff of the Client. This surcharge will in any case not be lower than 25% over the first 2 hours of overtime after an 8-hour working day or 50% counting from the third hour after an 8-hour working day or during weekends and holidays.

19.4.     Hours not worked due to illness absenteeism, nationally recognised holidays and/or leave of the Consultant are at the expense of Redmore and will not be passed on to the Client. In addition, the Client has the right upon the start of the Assignment or before 1 February of each calendar year to indicate a maximum of 2 days per year on which no Services are required from the Consultant. This time will not be charged by Redmore to the Client either.

20        Intellectual property

20.1.        The intellectual property rights of the data, results, instructions, reports and documents produced by Redmore in the context of the Assignment, and of the information contained in there, lie with Client. To the extent required, Redmore will transfer all rights of intellectual property which result from the Assignment to the Client.

Consultancy

21      Implementation of the Contract for Consultancy

21.1.      For Consultancy, parties will determine the activities jointly.

21.2.      Parties strive to describe the following elements, to the extent relevant, in an Assignment:

a. The nature and content of the activities;

b. The period (start date and end date) or the result(s) to be achieved;

c. The Fee to be paid.

22        Intellectual property

22.1.        All rights of intellectual property on software, devices, or other material such as analyses, tools, (calculation) models, designs, reports, quotations, as well as preparatory material thereof (“Redmore IP”) developed by Redmore independently or developed in the context of the Assignment for Consultancy, lie exclusively with Redmore, their licensors and/or their suppliers. The Client solely obtains the non-exclusive right to the use of Redmore IP as established in an Assignment or resulting from that Assignment. Without the explicit consent of Redmore, Redmore IP may in no manner be multiplied, transferred, given for perusal or in sub-license to third parties and/or be used in violation of any other intellectual property right.

22.2.       If the Client is in violation of what is stipulated in section 1 of this article, the Client owes Redmore an immediately payable amount of €50,000 per violation and €500 per day that the violation continues. This does not affect the right of Redmore to demand full indemnification from the Client on grounds of the law.

23        Acceptance of the results

23.1.        If an Assignment sets a clear result or results to be achieved, Redmore will deliver this result/these results in the form and in the manner which are established in the Assignment. If the Client does not state otherwise within 1 month after delivery of the result or the results, it is assumed that the result or the results has/have been delivered correctly. Redmore does not give any guarantees, warranties or representations for the results.

23.2.       In no event is Redmore liable if the Client, or a third party deployed by the Client, applies changes to the results.

24       Fixed Fee

24.1.      If parties agree a fixed price for the Services based on a result to be achieved (“Fixed Fee”), this Fixed Fee is based on a number of assumptions as set forth by Redmore in their quotation, project-initiation document or other correspondence provided previously to the provision of services, including, though not limited to, the assumption that certain required data and other input from the Client are supplied timely and completely.

24.2.     Parties acknowledge that these assumptions constitute the basis of the Fixed Fee. Redmore is authorised to modify the Fixed Fee if the assumptions turn out not to be in accordance with expectations. In such case, Redmore will send the Client a written proposal for an alteration of the Fixed Fee, with a substantiation of the applicable assumption.

24.3.     Every request for the modification of or an addition to the Services (“Request for change” or “RFC”), is not included in the Fixed Fee. The compensation for this will be agreed and billed separately.